Report on the use of previously raised funds
According to the provisions of the China Securities Regulatory Commission on the report on the use of previously raised funds (Zheng Jian FA FA Zi [2007] No. 500), the report on the use of previously raised funds of Yunnan Copper Co.Ltd(000878) (hereinafter referred to as “the company”) as of September 30, 2021 is as follows: I. The amount of previously raised funds Arrival time of funds and deposit of funds in special account
(I) the amount of funds raised last time and the time of receipt of funds
The domestic listed RMB common stock (A-share) funds raised by the company in December 2018.
According to the deliberation of the first extraordinary general meeting of shareholders of the company in 2017 and approved by the reply on approving Yunnan Copper Co.Ltd(000878) non-public development of shares [2018] No. 1236 of China Securities Regulatory Commission, The company issued 283279760 new shares (20% of the total share capital before issuance), with a par value of 1.00 yuan per share, an issue price of 7.48 yuan per share and a total raised capital of 211893260480 yuan to Diqing Tibetan Autonomous Prefecture development and Investment Group Co., Ltd. and other 7 specific investors in a non-public offering, After deducting the underwriting fee of 1349782450 yuan for non-public offering and 108327976 yuan for intermediaries and other relevant issuance expenses, the net amount of raised funds is the additional shares of the company subscribed by the people with 15.00% equity of Yunnan Diqing Nonferrous Metals Co., Ltd. with a value of 43170454228 yuan, After deducting the issuance expenses, the net amount of monetary funds actually raised is 167373023802 yuan (including 108327976 yuan of unpaid intermediary and other relevant issuance expenses).
The funds raised last time were received on December 27, 2018. The funds raised last time have been verified by Tianzhi International Certified Public Accountants (special general partnership), who issued a capital verification report (tzyz [2018] No. 23462).
(II) deposit of the previously raised funds in the special account
As of September 30, 2021, all the funds raised by the company in the previous time have been used up, and the special account for raised funds has been cancelled in 2020. The details are as follows:
Unit: RMB
Initial amount in place of account no. of the opening bank balance on September 30, 2021
Bank Of China Limited(601988) Yunnan branch 137265063079100759841677 – may 2020
Shanghai Shanghai Pudong Development Bank Co.Ltd(600000) Kunming Branch 78010788018 China High-Speed Railway Technology Co.Ltd(000008) 1766613182125 – October 2020
China China Construction Bank Corporation(601939) Chuxiong 530501706155 Shenzhen Textile (Holdings) Co.Ltd(000045) 6 – June 2020 Branch Development Zone sub branch (note)
Total 167373023802
Note: this account is a special fund-raising account opened by Chuxiong Central Yunnan nonferrous metals Co., Ltd. (hereinafter referred to as central Yunnan nonferrous metals), a wholly-owned subsidiary of the company. 150 million of the company’s raised funds are invested into the “Central Yunnan nonferrous metals 100000 tons of crude copper / year and 300000 tons of sulfuric acid / year improvement project” in the form of capital increase to the subsidiary Central Yunnan nonferrous metals. 2、 Actual use of the previously raised funds (I) use of the funds of the investment projects invested by the previously raised funds
The actual use of the company’s previously raised funds as of September 30, 2021 is detailed in Schedule 1 comparison table of the use of previously raised funds.
(II) changes in the actual investment projects of the funds raised in the early stage
The actual investment projects of the company’s previously raised funds have not changed. (III) early investment and replacement of investment projects invested by the previously raised funds
On December 28, 2018, the company held the 35th meeting of the 7th board of directors and the 29th meeting of the 7th board of supervisors, deliberated and adopted the proposal on replacing early investment with raised funds, and decided to use the raised funds of 665048500 yuan to replace the copper smelting base project of southeast copper industry and 100000 tons of crude copper / year of central Yunnan nonferrous metals 300000 tons of sulfuric acid / year to improve the project’s early investment. The company’s independent directors and recommendation institutions have expressed clear consent. Tianzhi International Certified Public Accountants (special general partnership) reviewed the early investment in the replacement of raised funds and issued a special audit report of “Tian Ye Zi [2018] No. 23484”. The company has completed the replacement of the early investment of the investment project with raised funds. (IV) temporary replenishment of working capital with idle raised funds
The idle funds raised by the company will not be available until September 30, 2029. (V) use of surplus raised funds
As of September 30, 2021, all the funds raised by the company in the previous time have been used up, and all the special accounts for the raised funds have been cancelled. (VI) use of over raised funds
There is no over raised funds in the company’s previous fund-raising.
(VII) purpose and destination of unused raised funds
As of September 30, 2021, all the previous raised funds of the company have been used up, and there are no unused raised funds. (VIII) other information about the use of raised funds
The company has no other use of the raised funds. 3、 Description of asset operation involving subscription of shares with assets in the previous issuance
With the approval of the reply on the approval of Yunnan Copper Co.Ltd(000878) non-public offering of shares (zjxk [2018] No. 1236) issued by the China Securities Regulatory Commission, the company issued 283279760 new shares to seven other specific investors, including Diqing Tibetan Autonomous Prefecture development and Investment Group Co., Ltd, Diqing Tibetan Autonomous Prefecture development and Investment Group Co., Ltd. subscribed for the additional shares of the company with 15.00% equity of Yunnan Diqing Nonferrous Metals Co., Ltd.
(I) change of asset ownership
On December 25, 2018, Yunnan Diqing Nonferrous Metals Co., Ltd., the subject asset, completed 15.00% equity transfer procedures and relevant industrial and commercial registration. Diqing Tibetan Autonomous Prefecture development and Investment Group Co., Ltd. subscribed for the additional shares of the company with assets, which was verified by Tianzhi International Certified Public Accountants (special general partnership) and issued the capital verification report of Tianzhi Zi [2018] No. 23462. (II) changes in book value of assets
Monetary unit: 10000 yuan
Project 202012-31201912-31201812-31201712-31
Total assets 50812244511787705508394450159604
Total liabilities 23242140246349063298427331415703
Owner’s equity 27570104265438642209967218743902
(III) production and operation and benefit contribution
Monetary unit: 10000 yuan
Project 20202019 20182017
Operating income 269884932056930714506015
In the capital construction period
Net profit 820012249777312751733
(IV) profit forecast and performance of commitments
The assets of the company’s previous issuance involving the subscription of shares with assets are 15% equity of Yunnan Diqing Nonferrous Metals Co., Ltd. during the transaction of subscribing shares with assets, the company did not agree on commitments with its counterparty Diqing Tibetan Autonomous Prefecture development and Investment Group Co., Ltd. During the previous non-public offering, Yunnan Copper Co.Ltd(000878) (Group) Co., Ltd. made a commitment to the performance of Yunnan Diqing Nonferrous Metals Co., Ltd. acquired by the company, and promised that the net profit attributable to the parent company from 2018 to 2020 after deducting non recurring profits and losses would not be less than 1516525 million yuan, 2822795 million yuan and 3835506 million yuan.
According to the special audit report of “Tian Zhi Ye Zi [2019] No. 14356” issued by Tianzhi International Certified Public Accountants (special general partnership), “Tian Zhi Ye Zi [2020] No. 6747-4” and “xyzh / 2021bjaa160033” issued by ShineWing Certified Public Accountants (special general partnership), Diqing nonferrous metals 2018, 2019 The performance commitments of 2020 have been realized.
4、 Benefits achieved by the investment projects with the previously raised funds
The benefits achieved by the company’s investment projects with previously raised funds are detailed in Schedule 2 comparison table of benefits achieved by investment projects with previously raised funds. 5、 Comparison between the use of the previously raised funds and the disclosed information of the company
The company has compared the actual use of the previously raised funds with the relevant contents disclosed in the company’s periodic reports and other information disclosure documents since 2018, and the actual use is consistent with the relevant contents disclosed. 6、 Conclusion
The board of Directors believes that the company has used the previously raised funds in accordance with the investment projects promised in the report on changes in new shares of non-public development banks and listing announcement and other relevant information disclosure documents. The company has faithfully fulfilled the obligation of disclosure on the investment direction and progress of the previously raised funds.
Attached table 1: comparison table of the use of the previously raised funds
Attached table 2: comparison table of realized benefits of investment projects with previously raised funds
Yunnan Copper Co.Ltd(000878) March 4, 2002
Attached table 1: comparison of the use of funds raised in the previous time
Deadline: September 30, 2021
Prepared by: Yunnan Copper Co.Ltd(000878) amount unit: RMB 10000
Total accumulated used raised funds: 21043515 total raised funds: 21043515
Total amount of raised funds used in each year: 210435
